AgdaPkt 2002-11-04 - Laserfiche WebLink

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SECTION 11 DELAYS A. Successful project implementation will require cooperation and fairness between the parties. Because it is impractical to provide for every contingency which may arise during the course of performance of this Agreement, the parties agree to notify the other if they become aware that any condition will significantly delay performance. The parties will agree to reasonable extensions of the project schedule by executing a written change order. B. Under no circumstances will either party be responsible for delays or lack of performance resulting fi.om events beyond the reasonable control of that party ("Excusable Delays"). Such events include, but are not limited to, acts of God, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental action, bid protests, fire, strikes, lock-outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor. C. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities. In the event of a Customer delay during the time of shipment, Motorola may ship the equipment as scheduled to a location as designated by the Customer or if no such location is designated, a Motorola designated storage facility for which Customer agrees to pay all fees. If Customer delays Motorola's performance, the performance schedule will be extended, the Customer will make the milestone payments as if no delay occurred, and the parties will execute a Change Order to compensate Motorola for reasonable charges incurred because of such delays. Such charges include, but are not limited to, costs incurred by Motorola and/or its subcontractors for additional fi.eight, warehousing and handling; suspending and re-mobilizing the work; additional engineering and standby time calculated at then current man-day rates; and preparing and implementing a "work aroundt' plan. SECTION 12 DEFAULT A. If Motorola fails to complete delivery, installation or acceptance testing in accordanc~~ with this Agreement, Customer may consider Motorola to be in default, unless such failure has been cause6 by an Excusable Delay. Customer agrees to give Motorola written notice of s~ch default. Motorola will have thirty (30) days fi.om the receipt of such notice to provide a plan of action that is acceptable to Customer to cure the default. B. If Motorola fails to cure the default, Customer may terminate any unfulfilled portion of this Agreement. If Customer completes the Communications System through a third party, Customer may recover the reasonable costs of completing the Communications System to a capability not exceeding that specified in the Agreement, less the unpaid portion of the Contract Price. Customer agrees to use its best efforts to mitigate such costs. Motorola's liability under this Section is 11